UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 2005

                        Commission file number 000-30085

                             HESPERIA HOLDING, INC.
                             ---------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                               88-04553327
------                                                               -----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

9780 E. Avenue
Hesperia, California                                                       92345
--------------------                                                       -----
(Address of Principal Executive Offices)                              (Zip Code)

                                 (760) 244-8787
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the last 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                               Yes __X___ No _____

The number of shares of Common Stock, $0.001 par value, outstanding on April 29,
2005, was 16,112,617 shares, held by approximately 150 shareholders.

Transitional Small Business Disclosure Format (check one):

                              Yes ______ No ___X___

<PAGE>

                              HESPERIA HOLDING, INC



                     Quarterly Report on Form 10-QSB for the
                     Quarterly Period Ending March 31, 2005

                                Table of Contents

PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
     Item 1.    Financial Statements
<S>                                                                                                         <C>
                    Condensed Consolidated Balance Sheets:                                                  3
                    March 31, 2005 (Unaudited) and December 31, 2004

                    Condensed Consolidated Statements of Operations:
                    Three Months Ended March 31, 2005 and 2004 (Unaudited)                                  4

                    Condensed Consolidated Statements of Cash Flows:
                    Three Months Ended March 31, 2005 and 2004 (Unaudited)                                  5

                    Notes to Unaudited Condensed Consolidated Financial Information:
                    March 31, 2005                                                                       6-12

     Item 2.    Management Discussion and Analysis                                                         13

     Item 3.    Controls and Procedures                                                                    23

PART II.  OTHER INFORMATION

     Item 1.    Legal Proceedings                                                                          24

     Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                                24

     Item 3.    Defaults Upon Senior Securities                                                            24

     Item 4.    Submission of Matters to a Vote of Security Holders                                        24

     Item 5.    Other Information                                                                          24

     Item 6.    Exhibits                                                                                   24

Signatures                                                                                                 25
</TABLE>



                                       2
<PAGE>

                             Hesperia Holding, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                                     (Unaudited)
                                                                                    March 31, 2005         December 31 ,2004
                                                                                   -----------------       -----------------
<S>                                                                                <C>                       <C>
ASSETS
Current assets:
Cash and cash equivalents                                                          $         152,606      $            4,966
Accounts receivable, net of allowance for doubtful accounts of $148,753
and $173,942 at March 31, 2005 and December 31, 2004, respectively                           268,530                 583,973
Inventory (Note C)                                                                           297,753                 284,792
Due from employees                                                                               500                     525
Prepaid expenses and other                                                                   173,764                 210,351
                                                                                   -----------------       -----------------
Total current assets                                                                         893,153               1,084,607
Property and equipment, net of accumulated depreciation of $278,559 and
$254,187 at March 31, 2004 and December 31, 2004, respectively                               303,973                 302,037

Total assets                                                                       $       1,197,126      $        1,386,644
                                                                                   =================      ==================

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities                                           $         800,433      $          779,877
Deferred revenue (Note A)                                                                    264,733                 247,993
Notes payable, current portion (Note D)                                                       11,513                  11,461
Notes payable to related parties, current portion (Note D and H)                              99,653                  96,373
Advances from related parties (Note H)                                                         9,894                  50,394
                                                                                   -----------------       -----------------
    Total current liabilities                                                              1,186,226               1,186,098

Long-term liabilities:
Line of credit (Note E)                                                                      691,431                 806,393
Notes payable, long-term portion (Note D)                                                     33,946                  36,737
Notes payable to related parties, long-term portion (Note D and H)                           222,929                 247,939
                                                                                   -----------------       -----------------
Total long-term liabilities                                                                  948,306               1,091,069

Deficiency in stockholders equity:
Preferred stock, par value; $.001; authorized 5,000,000 shares; 200,000
shares issued and outstanding as of March 31, 2005 and December 31, 2004
(aggregate liquidation preference, including dividends in arrears,
totaling $90,800 and $88,480 as of March 31, 2005 and December 31, 2004,
respectively.)                                                                                   200                     200
Common stock, par value; $.001, authorized 100,000,000 shares;
15,992,617 and 16,851,467 shares issued and outstanding as of March 31,
2005 and December 31, 2004, respectively                                                      15,993                  16,851

Additional paid-in capital                                                                 2,440,584               2,740,323
Accumulated deficit                                                                       (3,394,183)             (3,647,897)
                                                                                   -----------------       -----------------
Total deficiency in stockholders equity                                                     (937,406)               (890,523)
                                                                                   -----------------       -----------------
Total liabilities and deficiency in stockholders equity:                           $       1,197,126      $        1,386,644
                                                                                   -----------------       -----------------

 See accompanying notes to the unaudited condensed consolidated financial information.
</TABLE>


                                       3
<PAGE>

                             Hesperia Holding, Inc.
                 Condensed Consolidated Statement of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              For the three months ended March 31,
                                                                    2005                  2004
                                                                    ----                  ----
<S>                                                         <C>                    <C>
Sales, net                                                  $    1,735,111         $    2,241,236
Cost of sales                                                    1,154,625              1,837,052
                                                            --------------         --------------
Gross profit                                                       580,486                404,184

Operating expenses:
Selling, general and administrative                                278,215                792,905
Depreciation                                                        24,372                 18,852
                                                            --------------         --------------
Total operating expense                                            302,587                811,757


Income (Loss) from operations                                      277,899               (407,573)
Other income (expense):
Interest (expense), net                                            (24,185)                (2,223)
                                                            --------------         --------------
Total other income (expense)                                       (24,185)                (2,223)

Income (loss) before provision for income taxes                    253,714               (409,796)

Provision for income taxes                                               -                      -
                                                            --------------         --------------
Net income (loss)                                           $      253,714         $     (409,796)
                                                            ==============         ==============
Cumulative convertible preferred stock dividend
requirements (Note F)                                               (2,320)                     -
                                                            ==============         ==============
Income (loss) available to common shareholders              $      251,394         $     (409,796)
                                                            ==============         ==============
Earning (loss) per share - basic                            $         0.02         $        (0.04)
                                                            ==============         ==============
Earning (loss) per shares-fully diluted                     $         0.02         $        (0.04)
                                                            ==============         ==============

Basic weighted average number of shares outstanding             16,349,171             11,552,503
                                                            ==============         ==============
Fully diluted weighted average number of shares
outstanding                                                     16,549,171             11,552,503
                                                            --------------         --------------


 See accompanying notes to the unaudited condensed consolidated financial information.
</TABLE>



                                       4
<PAGE>




                             Hesperia Holding, Inc.
                 Condensed Consolidated Statement of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                       For The Three Months Ended March 31,
                                                                            2005                     2004
<S>                                                                        <C>                  <C>
Cash flow from operating activities:
Net income (loss)                                                          $     253,714        $    (409,796)
Adjustments to reconcile net income (loss) to cash provided by
(used in) operations:
Depreciation                                                                      24,372               18,852
Common stock issued in exchange for services rendered                                  -              210,285
Cancellation of common stock previously issued in exchange for
services (Note F)                                                               (300,598)                   -
Decrease (increase) in accounts receivable, net                                  315,443              (55,453)
(Increase) in inventories                                                        (12,961)             (50,574)
Decrease in employee advances                                                         25                  650
Decrease in prepaid expenses and others                                           36,587                    -
(Decrease)  in cash disbursed in excess of available funds                             -                  (30)
Increase in deferred revenue                                                      16,740               63,540
Increase in accounts payable and accrued liabilities, net                         20,557              118,972
                                                                           -------------        -------------
Net cash provided by (used in) operating activities                              353,879             (103,554)

Cash flows from investing activities:
Capital expenditures                                                             (29,048)             (62,910)

Cash flows from financing activities:
Repayments of line of credit, net                                               (114,961)                   -
Proceeds from (repayments of) related party advances, net                        (40,500)              25,000
Proceeds from (repayments of) notes payable to related party, net                (21,730)             170,500
Repayments of notes payable, net                                                       -              (29,036)
                                                                           -------------        -------------
Net cash provided by (used in) financing activities                             (177,191)             166,464

Net increase in cash and cash equivalents                                        147,640                    -
Cash and cash equivalents at beginning of the period                               4,966                    -
                                                                           -------------        -------------
Cash and cash equivalents at end of the period                             $     152,606        $           -
                                                                           =============        =============
Net increase in cash and cash equivalents
Supplemental Disclosure of Cash Flows Information:
Cash paid during the period for interest                                   $      24,453        $       2,530
Cash paid during the period for income taxes                                           -                    -
Common stock issued in exchange for services rendered                                  -              210,285
Common stock issued in exchange for accrued service fees                               -               54,715
Cancellation of previously issued common stock (Note F)                         (300,598)                   -
Notes payable issued in connection with purchase of property and
equipment                                                                              -               58,512
Repayment of notes payable in connection with purchase of
property and equipment (Note D)                                                   (2,740)              (1,865)



 See accompanying notes to the unaudited condensed consolidated financial information.
</TABLE>


                                       5
<PAGE>




                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Accordingly,  the results from operations for the three-month period ended March
31, 2005 are not necessarily  indicative of the results that may be expected for
the year ended December 31, 2005. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated December 31, 2004
financial  statements and footnotes  thereto  included in the Company's SEC Form
10-KSB.

Business and Basis of Presentation

Hesperia  Holding,  Inc. (the  "Company")  was formed on March 3, 2000 under the
laws of the State of Nevada.  Hesperia Holding,  Inc. is engaged in the business
of  manufacturing  and distributing  trusses for residential  home builders.  On
April  10,  2003,  the  Company  entered  into an  Agreement  and Plan of Merger
("Agreement")  with  Saveyoutime.com,  Inc.  ("Saveyoutime.com"),   an  inactive
publicly  registered shell corporation with no significant  assets or operations
organized under the laws of the Nevada. As a result of the acquisition, Hesperia
Holding  Inc.  is the  surviving  entity and  Saveyoutime.com  is the  acquiring
entity.  As a part of the merger,  saveyoutime.com  changed its name to Hesperia
Holding, Inc. (see Note B).

The consolidated  financial  statements include the accounts of the Company, and
its wholly-owned subsidiaries, Hesperia Truss, Inc. ("Truss") and Pahrump Valley
Truss, Inc. ("PVI").  Significant intercompany transactions have been eliminated
in consolidation.

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, REVENUE RECOGNITION  ("SAB104"),  which
superceded Staff Accounting  Bulletin No. 101, REVENUE  RECOGNITION IN FINANCIAL
STATEMENTS ("SAB101").




                                       6
<PAGE>


                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

SAB 101  requires  that four basic  criteria  must be met before  revenue can be
recognized:  (1) persuasive  evidence of an arrangement exists; (2) delivery has
occurred;   (3)  the  selling   price  is  fixed  and   determinable;   and  (4)
collectibility is reasonably assured.  Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products  delivered and the  collectibility of those amounts.  Provisions
for discounts and rebates to customers,  estimated  returns and allowances,  and
other  adjustments  are  provided  for in the same period the related  sales are
recorded.  The  Company  defers any  revenue  for which the product has not been
delivered  or is subject  to refund  until  such time that the  Company  and the
customer jointly determine that the product has been delivered or no refund will
be required.  Payments  received in advance are  deferred  until the trusses are
built and  shipped  to  customers.  Deferred  revenue  as of March 31,  2005 and
December 31, 2004 were $264,733 and $247,993, respectively.

SAB  104   incorporates   Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE ARRANGEMENTS.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services and/or rights to use assets.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.

Reclassifications

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

Stock Based Compensation

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.

The Company has chosen to continue to account for stock-based compensation using
the  intrinsic  value  method  prescribed  in APB  Opinion  No.  25 and  related
interpretations. Accordingly, compensation expense for stock options is measured
as the excess,  if any, of the fair market value of the  Company's  stock at the
date of the grant over the exercise price of the related option. The Company has
adopted  the  annual  disclosure  provisions  of SFAS No.  148 in its  financial
reports  for the year  ended  December  31,  2004 and has  adopted  the  interim
disclosure  provisions for its financial reports for the subsequent periods. The
Company does not have any awards of stock-based employee compensation issued and
outstanding at March 31, 2005.

                                       7
<PAGE>


                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE

On April  10,  2003,  the  Company  completed  an  Agreement  and Plan of Merger
("Agreement")  with  Saveyoutime.com,  Inc.  ("Saveyoutime.com"),   an  inactive
publicly  registered shell corporation with no significant  assets or operations
organized under the laws of the State of Nevada. As a result of the acquisition,
there was a change in  control  of the  public  entity.  As part of the  merger,
Saveyoutime.com changed its name to Hesperia Holding, Inc.

For accounting purposes,  Hesperia Holding, Inc. was the surviving entity and in
accordance with Accounting  Principles Opinion No. 16,  Saveyoutime.com  was the
acquiring entity.  The transaction is accounted for using the purchase method of
accounting.  As Saveyoutime.com was an inactive  corporation with no significant
operations,  the Company recorded the carryover historical basis of net tangible
assets acquired, which did not differ materially from their historical cost. The
results  of  operations  subsequent  to the date of merger are  included  in the
Company's consolidated statements of losses.

Effective  with  the  Agreement,   all  but  50,000  shares  of  the  previously
outstanding  common  stock,  preferred  stock,  options  and  warrants  owned by
Saveyoutime.com's   sole   stockholder   were   returned   to  the  Company  for
cancellation.  The value of the 50,000 shares of common stock that were retained
by the Saveyoutime.com  stockholder was based upon management's  estimate of the
fair value of  Hesperia  Holding,  Inc.'s  common  stock of $1.00 per share.  In
accordance  with SOP 98-5,  the Company has charged to  operations  organization
costs in the amount of $50,000 during the period when the merger occurred.

The total  consideration paid was $50,000 and the significant  components of the
transaction are as follows:

Common stock retained                                             $    50,000
Excess of liabilities assumed over assets acquired                          -
                                                            -----------------
Total consideration paid                                             $ 50,000
                                                            =================

NOTE C - INVENTORIES

Inventories  are  stated  at the  lower  of cost  or  market  determined  by the
first-in,  first-out (FIFO) method. Inventories consist of trusses available for
sale to contract customers along with raw materials and work-in progress.

Components  of  inventories  as of March 31, 2005 and  December  31, 2004 are as
follows:

                                March 31, 2005         December 31, 2004
                                --------------         -----------------
Raw materials                          $92,218                 $ 150,090
Work-in progress                        46,832                    52,780
Finished goods                         158,703                    81,922
                                --------------         -----------------
    Total                             $297,753                  $284,792
                                --------------         -----------------


                                       8
<PAGE>
                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)


NOTE D - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

Notes payable at March, 31, 2005 and December 31, 2004 are as follows:
<TABLE>
<CAPTION>
                                                                      March 31,        December 31,
                                                                        2005              2004
                                                                     ---------         -----------
<S>      <C>                                                         <C>                 <C>
Note payable to shareholder in weekly installments of $574
including interest at 6% per annum, unsecured; maturity date
in April 2008                                                        $ 84,221            $ 89,894
Note payable to shareholder in weekly installments of $1,623
including interest at 6% per annum, unsecured; maturity date
in April 2008                                                         238,362             254,418
Note payable in monthly installments of $514 including
interest at 1.9% per annum; secured by transportation
equipment; maturity date in January 2009                               22,645              24,188
Note payable in monthly installments of $510 including
interest at 1.9% per annum; secured by transportation
equipment; maturity date January 2009                                  22,813              24,010
                                                                    ---------           ---------
Total                                                                 368,041             392,510
Less: current portion                                               (111,166)           (107,834)
                                                                    ---------           ---------
Long-term portion                                                   $ 256,875           $ 284,676
                                                                    ---------           ---------
</TABLE>
Aggregate maturities of long-term debt as of March 31, 2005 are as follows:

              Twelve Months Period ended                   Amount
              --------------------------                   ------
              March 31, 2006                             $  111,166
              March 31, 2007                                114,488
              March 31, 2008                                120,555
              March 31, 2009                                 21,832
                                                         ----------
                                                         $  368,041
                                                         ----------

NOTE E- LINE OF CREDIT

In October 2004, the Company entered into a Security Agreement (the "Agreement")
with Laurus Master Fund, Ltd. ("Laurus Fund") for the sum of one million dollars
($1,000,000) of revolving loans,  with the maturity date on October 8, 2007 (the
"Maturity  Date").  Pursuant  to the  Agreement,  the  Company  issued a secured
revolving  note in the amount of $1,000,000  secured by the  Company's  accounts
receivable, with interest payable monthly at prime rate plus 3%.

The  Company  agreed  to  maintain  minimum  borrowing  of  $500,000   ("Minimum
Borrowing")  until the Maturity  date,  but the Company has the option to redeem
the  Minimum  Borrowing  by paying to  Laurus  Fund a sum of money  equal to one
hundred thirty percent (130%) of the principal  amount together with accrued but
unpaid interest due arising under the Minimum Borrowing.

                                       9
<PAGE>

                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)


NOTE E- LINE OF CREDIT (Continued)

Laurus Fund has the right,  at anytime  until the  Maturity  Date,  or during an
event of default,  to convert all or any  portion of the  outstanding  principal
amount and accrued interest and fees due into the Company's restricted shares of
common stock at a "Fixed  Conversion  Price" of $0.71 per share. If the Company,
at any time prior to the  conversion or repayment in full the principal  amount,
issues any shares of its common stock or securities  convertible to common stock
to a person  other than  Laurus Fund for a  consideration  per share (the "Offer
Price") less than the Fixed  Conversion  Price,  then the Fixed Conversion Price
shall be  immediately  reset to such lower Offer Price.  In December  2004,  the
Company issued common stock to employees and consultants, at $0.60 per share, in
exchange for  services  rendered.  Accordingly,  the Fixed  Conversion  Price in
connection  with the revolving  loans has been reset to $0.60 per share.  During
the  three-month  ended  March 31,  2005,  the  Company did not issue any common
stock, the Fixed Conversion Price remains $0.60 per share.

The  Company  accounted  for the note  payable  and  stock  purchase  rights  in
accordance with APB No. 14,  "Accounting  for  Convertible  Debt and Debt Issued
with Stock Purchase  Warrants" ("APB 14"). The Fixed  Conversion  Price exceeded
the  fair  value  of the  company's  restricted  common  stock  at the  time the
conversion option was granted and at March 31, 2005.  Accordingly,  there was no
beneficial conversion feature in connection with the issuance of the convertible
note.

As of March 31, 2005 and  December  31,  2004,  the  outstanding  balance of the
revolving loans amounted $691,431 and $806,393, respectively.

NOTE F - CAPITAL STOCK

At March 31, 2005 and December 31, 2004,  the Company has  authorized  5,000,000
shares of preferred stock,  with a par value of $.001 per share, and 100,000,000
shares of common  stock,  with a par value of $.001  per  share.  The  preferred
shares are  convertible  into the  Company's  common  stock at the option of the
holder  at a ratio of one  share of common  stock  for each  share of  preferred
stock.  As of March 31,  2005 and  December  31,  2004,  the Company has 200,000
shares of  preferred  stock  issued and  outstanding.  As of March 31,  2005 and
December 31, 2004, the Company has  15,992,617  and 16,851,467  shares of common
stock issued and outstanding, respectively.

During the three months ended March 31, 2005, the Company  canceled an aggregate
of 858,850  shares of common  stock  previously  issued in exchange for services
valued at $300,598.  The Company was not in satisfactory  with the  consultant's
performance  and the  consultants  agreed to return  the  commons  shares to the
Company  during the  quarter  ended March 31,  2005.  All  returned  shares were
canceled.

There were no dividends declared or paid during the quarter ended March 31, 2005
on the Preferred  Stock.  Dividends in arrears on the Preferred  Stock  amounted
$2,800  and $480 in the  aggregate  at March 31,  2005 and  December  31,  2004,
respectively.




                                       10
<PAGE>

                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE G - WARRANTS

In August  2004,  the  Company  issued  an  aggregate  of  200,000  warrants  in
connection with the issuance of its convertible  Preferred Stock.  Additionally,
in October  2004 the Company  issued an  aggregate  of 461,000  non-compensatory
warrants in connection with the Security Agreement (the "Agreement") with Laurus
Master Fund, Ltd. for the sum of one million  dollars  ($1,000,000) of revolving
loans  (Note  E).  The  following  table  summarizes  the  changes  in  warrants
outstanding and the related prices for the shares of the Company's  common stock
issued at March 31, 2005.
<TABLE>
<CAPTION>
                                Warrants Outstanding                                  Warrants Exercisable
                                --------------------                                  --------------------
                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------      ---------------------    --------------    -----------   --------------
<S>      <C>              <C>                   <C>                   <C>             <C>              <C>
         $ 1.00           200,000               1.42                  $ 1.00          200,000          $ 1.00
         $ 0.79           461,000               6.58                    0.79          461,000            0.79
    ---------------     -----------      ---------------------    --------------    -----------   --------------
                          661,000               5.02                  $ 0.85          661,000          $ 0.85
    ---------------     -----------      ---------------------    --------------    -----------   --------------
</TABLE>

Transactions involving the Company's warrant issuance are summarized as follows:
<TABLE>
<CAPTION>
                                                              Number of          Weighted Average
                                                               Shares            Price Per Share
                                                              ---------          ----------------
<S>                                                            <C>                  <C>
       Outstanding at January 1, 2003                                 -                $      -
          Granted                                                     -                       -
          Exercised                                                   -                       -
          Canceled or expired                                         -                       -
                                                               --------                --------
       Outstanding at December 31, 2003                               -                $      -
          Granted                                               661,000                    0.85
          Exercised                                                   -                       -
          Canceled or expired                                         -                       -
                                                               --------                --------
       Outstanding at December 31, 2004                         661,000                $   0.85
                                                               ========                ========
          Granted                                                     -                       -
          Exercised                                                   -                       -
          Canceled or expired                                         -                       -
                                                               --------                --------
       Outstanding at March 31, 2005                            661,000                $   0.85
                                                               ========                ========

</TABLE>

                                       11
<PAGE>

                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE H - RELATED PARTY TRANSACTIONS

Two members of the Board of  Directors  have  advanced  funds on a  non-interest
bearing basis to the Company for working  capital  purposes.  On March 31, 2004,
the Company  entered into two formal note  agreements  with those two members of
the Board of Directors and $406,000 of outstanding  balance of advances from two
members of the Board of Directors are converted into two promissory notes in the
amount of $300,000 and $106,000. The notes payable are in weekly installments of
$1,623  and $574,  respectively,  including  interest  at 6% per annum  with the
maturity  date in April 2008.  As of March 31, 2005 and December  31, 2004,  the
aggregate  unpaid  principal  balances of the notes are $322,582  and  $344,312,
respectively (Note D).

During the year ended December 31, 2004,  significant  shareholders and officers
of the  Company  have  advanced  funds on a  non-interest  bearing  basis to the
Company  for  working  capital  purposes.  The  amount  of the  advances  due to
shareholders and officers at March 31, 2005 and December 31, 2004 was $9,894 and
$50,394, respectively.

During the three months  ended March 31, 2005 and year ended  December 31, 2004,
the Company  leases office spaces and  manufacturing  fields from two members of
the Board of Directors on a month-to-month basis in California.






                                       12
<PAGE>

Item 2. Management's Discussion and Analysis

FORWARD-LOOKING STATEMENTS

     This document contains  "forward-looking  statements" within the meaning of
the Private Securities  Litigation Reform Act of 1995. All statements other than
statements of historical fact are  "forward-looking  statements" for purposes of
federal  and  state  securities  laws,  including,   but  not  limited  to,  any
projections of earnings, revenue or other financial items; any statements of the
plans,  strategies  and  objections of  management  for future  operations;  any
statements  concerning  proposed new services or  developments;  any  statements
regarding future economic  conditions or performance;  any statements or belief;
and any statements of assumptions underlying any of the foregoing.

     Forward-looking  statements may include the words "may,"  "could,"  "will,"
"estimate," "intend,"  "continue,"  "believe," "expect" or "anticipate" or other
similar  words.  These  forward-looking  statements  present our  estimates  and
assumptions  only  as of the  date  of  this  report.  Except  for  our  ongoing
securities  laws, we do not intend,  and undertake no obligation,  to update any
forward-looking statement.

     Although  we  believe  that  the  expectations  reflected  in  any  of  our
forward-looking   statements  are   reasonable,   actual  results  could  differ
materially  from  those  projected  or  assumed  in any  or our  forward-looking
statements. Our future financial condition and results of operations, as well as
any  forward-looking  statements,  are subject to change and inherent  risks and
uncertainties.  The factors impacting these risks and uncertainties include, but
are not limited to:

     o    Our current deficiency in working capital;

     o    increased  competitive  pressures  from existing  competitors  and new
          entrants;

     o    increases  in  interest  rates or our cost of  borrowing  or a default
          under any material debt agreements;

     o    deterioration in general or regional economic conditions;

     o    adverse state or federal  legislation or regulation that increases the
          costs of compliance or adverse findings by a regulator with respect to
          existing operations;

     o    loss of customers or sales weakness;

     o    inability to achieve future sales levels or other operating results;

     o    the unavailability of funds for capital expenditures; and

     o    operational inefficiencies in distribution or other systems.

     For a detailed  description  of these and other  factors  that could  cause
actual results to differ materially from those expressed in any  forward-looking
statement,  please see "Factors  That May Affect Our Plan of  Operation" in this
document  and "Risk  Factors"  in our Annual  Report on Form 10-KSB for the year
ended December 31, 2004.


                                       13
<PAGE>
Overview

     We are a manufacturer of custom-built  floor and roof trusses.  Trusses are
rigid frameworks,  made of wooden beams and metal brackets,  designed to support
specific structures, such as roofs or floors. Our operation is set up to design,
manufacture,  and  transport  floor and roof  trusses.  We operate  through  our
wholly-owned subsidiaries Hesperia Truss, Inc. and Pahrump Valley Truss, Inc.

Critical Accounting Policies

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted in the United States  requires us to
make  estimates  and  judgments  that affect our reported  assets,  liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our  estimates and  judgments on  historical  experience  and on various
other  assumptions we believe to be reasonable under the  circumstances.  Future
events,   however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are a  number  of  significant  accounting  policies
affecting  our  consolidated  financial  statements;  we believe  the  following
critical accounting policies involve the most complex,  difficult and subjective
estimates and judgments:

     o    stock-based compensation
     o    revenue recognition

Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure.  This statement  amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to the fair market value based method of  accounting
for stock based employee  compensation.  FAS148 also requires  disclosure of the
method used to account for stock-based  employee  compensation and the effect of
the method in both the annual and interim financial  statements.  The provisions
of this statement  related to transition  methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions   related  to  disclosure
requirements  are effective in financial  reports for interim periods  beginning
after December 31, 2002.

     The Company  elected to continue  to account for  stock-based  compensation
plans using the intrinsic value-based method of accounting prescribed by APB No.
25,  "Accounting  for Stock Issued to Employees,"  and related  interpretations.
Under the  provisions  of APB No. 25,  compensation  expense is  measured at the
grant  date for the  difference  between  the fair  value of the  stock  and the
exercise price.

Revenue Recognition

     For  revenue  from  product  sales,  the  Company   recognizes  revenue  in
accordance  with  Staff  Accounting   Bulletin  No.  104,  Revenue   Recognition
("SAB104"),   which  superceded  Staff  Accounting  Bulletin  No.  101,  Revenue
Recognition in Financial Statements ("SAB101"). SAB 101 requires that four basic
criteria must be met before revenue can be recognized:  (1) persuasive  evidence
of an arrangement  exists;  (2) delivery has occurred;  (3) the selling price is
fixed  and  determinable;   and  (4)   collectibility  is  reasonably   assured.
Determination  of  criteria  (3) and (4) are  based  on  management's  judgments
regarding the fixed nature of the selling  prices of the products  delivered and
the  collectibility  of those  amounts.  Provisions for discounts and rebates to
customers,  estimated returns and allowances, and other adjustments are provided
for in the same period the related  sales are recorded.  The Company  defers any
revenue  for which the product  has not been  delivered  or is subject to refund
until such time that the Company and the  customer  jointly  determine  that the
product has been delivered or no refund will be required.

                                       14
<PAGE>

     SAB 104  incorporates  Emerging  Issues  Task Force 00-21  ("EITF  00-21"),
Multiple-Deliverable  Revenue Arrangements.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services,  and/or rights to use assets. The effect of implementing EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.

     The Company defers any revenue for which the product has not been delivered
or is  subject  to refund  until  such time that the  Company  and the  customer
jointly  determine  that the  product  has been  delivered  or no refund will be
required.  Payments received in advance are deferred until the trusses are built
and shipped to customers. Deferred revenue as of March 31, 2005 was $264,733.

Results of Operations for the Three Months Ended March 31, 2005 and 2004.

                                ----------------------- -----------------------
                                 Three months Ending     Three months Ending
                                      March 31,               March 31,
                                         2005                    2004
                                ----------------------  ----------------------
    Revenues                                $1,735,111              $2,241,236
    Cost of Goods Sold                     (1,154,625)             (1,837,052)
    Operating Expenses                       (302,587)               (811,757)
    Other Income (Expenses)                   (24,185)                 (2,223)
                                ----------------------  ----------------------
    Net Income (Loss)                       $ 253,714               $(409,796)
                                ======================  ======================

Revenues
<TABLE>
<CAPTION>
                                                                                    Increase / Decrease
--------------------------------------------------- -------------- --------------- ----------------------- --
                                                        2005            2004             $            %
--------------------------------------------------- -----------    -------------   -------------  ----------
<S>                                                 <C>            <C>             <C>            <C>
For the Three months Ending March 31,
                                          Revenue:  $1,735,111     $2,241,236      $(506,125)     (22.6%)

     Revenues for the three months ended March 31, 2005 were $1,735,111 compared
to  revenues of  $2,241,236  in the three  months  ended  March 31,  2004.  This
resulted in a decrease in revenues of $506,125, or 22.6%, from $2,241,236 in the
same period one year ago. The decrease in revenues was due  primarily due to the
unprecedented  rainfall  experienced  this  winter  in  the  Southwestern  US as
compared to previous years. The weather created delays with both our residential
and  commercial  customer's  initial  foundation  work until the ground was more
suitable.  Although the work was postponed,  it was not canceled.  The Company's
revenue  is  expected  to return to normal by mid  second  quarter  once the wet
season has passed.

Cost of goods sold/Gross profit percentage of revenue

                                                                                   Increase / Decrease
--------------------------------------------------- -------------- --------------- ------------------------ --
                                                        2005            2004             $             %
--------------------------------------------------- -------------  -------------   -------------  -----------
For the Three months Ending March 31,
                               Cost of Goods Sold:   $1,154,625      $1,837,052     $(682,427)      (37.1%)
                                                    -------------  -------------   -------------  -----------
            Gross Profit % of Revenue                   33.5%          18.0%
                                                    -------------  -------------


                                       15
<PAGE>
     Cost of  goods  sold  for  the  three  months  ended  March  31,  2005  was
$1,154,625, a decrease of $682,427, or 37.1% from $1,837,052 for the same period
one year ago. The decrease in the current period in primarily from the reduction
business activity caused weather related delays. Additionally, an improvement in
pricing coupled with cost management  combined to bring an overall cost of goods
reduction in relationship the underlining sales.

     Gross profit as a percentage of revenue  increased  from 18.0% to 33.5% the
three  months  ended March 31, 2005 as compared to the three  months ended March
31, 2004. The increase in gross profit margin is the result of improved  pricing
introduced  in  July,  2004  coupled  with  reduction  in non  profitable  sales
activity. The Company intends to continue its strategy of aggressively marketing
service and product as a bundled  package and not accepting  purely price driven
contracts where margins cannot be maintained.

Selling, General, and Administrative expenses

                                                                                   Increase/Decrease
--------------------------------------------------- -------------- --------------- ------------------------ --
                                                        2005            2004             $             %
--------------------------------------------------- -------------  -------------   -------------  -----------
For the Three months Ending March 31,
               Selling, General and Admin Expenses  $278,215       $792,905        $(514,690)     (64.9%)

     Selling,  general, and administrative  expenses were $278,215 for the three
months ended March 31, 2005 versus $792,905 for the three months ended March 31,
2004,  which  resulted in a decrease of $514,690 or 64.9%.  For the three months
ended March 31, 2005;  the Company  canceled  858,850  shares of its  previously
issued common stock at a value of $300,598.  Additionally  the Company  posted a
net  reduction  in  selling,  general  and  administrative  expenses of $214,092
created by  reduction  in support and  overhead  costs verses the same period of
last year.

Net Income (Loss)

--------------------------------------------------- -------------- --------------- ---------------------------
                                                                                   Increase / Decrease
--------------------------------------------------- -------------- --------------- ---------------------------
                                                        2005            2004             $             %
--------------------------------------------------- -------------  -------------   -------------  -----------
For the Three months Ending March 31,
                                 Net Income (Loss)    $253,714       $(409,796)      $663,510       161.9%

</TABLE>
     The net income  for the three  months  ended  March 31,  2005 was  $253,714
verses a net loss of $409,796  for the three  months  ended March 31,  2004,  an
increase  to  profitability  by an  increase in earnings of $663,510 or 161.9%.A
significant part of improvement in earnings is the improved gross profit margins
as reported above coupled with  cancellation of previously  issued shares of its
common  stock.  As  discussed  above,  the gross  margin  improvements  over the
previous  similar period is the result of the company  focusing on higher margin
customers and eliminating non profit ones.

                                       16
<PAGE>
Liquidity  and Capital  Resources at March 31, 2005  Compared  with December 31,
2004.

     The following  table  summarizes  total assets,  accumulated  deficit,  and
stockholders' equity:

                                         March 31, 2005       December 31, 2004
                                         --------------       -----------------
Total Assets                                $1,197,126            $ 1,386,644
                                         ==============       =================
Accumulated Deficit                        $(3,394,183)           $(3,647,897)
                                         ==============       =================
Stockholders' Equity                        $(937,407)            $  (890,523)
                                         ==============       =================

     While we have  raised  capital to meet our working  capital  and  financing
needs in the past,  additional  financing  maybe  required  in order to meet our
potential cash flow deficits from  operations and  development.  As of March 31,
2005, we had current  assets of $893,153 and current  liabilities  of $1,186,226
which resulted in a working capital deficit of $293,073.  As a result of our net
income of $253,714,  adjusted principally for $300,598 of cancellation of common
stock  previously  issued to  consultants  in exchange  for  services  rendered,
$315,443  of  decrease  in  accounts  receivable,  $36,587 of  decrease in other
assets, and $20,557 of increase in accounts payable and accrued liabilities, our
cash flow generated from  operations was $353,879  during the three months ended
March 31, 2005.  We used  $29,048 of cash to acquire new property and  equipment
during the period.  We also paid down on our debt  obligations of $177,191.  Our
net cash  increased  from $4,966 at  December  31, 2004 to $152,606 at March 31,
2005, a net increase of $147,640.  At March 31, 2005; we had $308,569  available
for borrowing on our secured revolving note.

     Additional funding is in currently being sought. There is no guarantee that
we will be successful in raising the funds required. In October 2004, we entered
into an agreement with Laurus Master Fund, Ltd. establishing a revolving line of
credit.  As of March 31, 2005; we had an outstanding loan obligation of $691,431
with availability of $308,569.  We are seeking  additional  funding to modernize
our current facilities and to expand into new market areas.

     By adjusting our operations and development to the level of capitalization,
we believe we have  sufficient  capital  resources to meet  potential  cash flow
deficits  through the next twelve months.  However,  if  thereafter,  we are not
successful  in generating  sufficient  liquidity  from  operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations,  liquidity and
financial condition.

     The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2004 Form 10-KSB, that the Company
has  incurred   operating   losses  and  that  the  Company  is  dependent  upon
management's  ability to develop  profitable  operations.  These  factors  among
others may raise  substantial doubt about the Company's ability to continue as a
going concern.

Inflation/Seasonality

     The effect of  inflation  on our  revenues  and  operating  results was not
significant.  Although  seasonality has not been an issue with our operations in
the past  since we are  domiciled  in  California  and  Nevada;  the  winter  of
2004-2005 had an adverse  affect on our revenue for the first quarter of 2005 As
described under revenues in this section, it is management's  opinion that since
the weather has caused construction delays, not cancellation, the adverse affect
on our  revenues  is only  temporary  and is  expected  to return to more normal
conditions by mid second quarter.

Off-Balance Sheet Arrangements

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results or  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

                                       17
<PAGE>
Certain Relationships and Related Party Transactions

Facilities

     Our  wholly-owned   subsidiary   Hesperia  Truss  (HTI)  occupies  a  3,900
square-foot  building and warehouse on five acres in Hesperia,  California.  The
building and land are owned by our Secretary and Treasurer,  Mark Presgraves and
our  President,  Donald Shimp.  We rent the facility and  surrounding  land on a
month-to-month basis for $24,000 per year.

Loans Payable/Receivable

     We had  outstanding  notes and  advances  payable to Donald  Shimp and Mark
Presgraves;  our current President and Secretary and Treasurer,  respectively in
the amount of $322,582 as of March 31, 2005.

                                  RISK FACTORS

     Much of the  information  included in this quarterly  report includes or is
based upon estimates,  projections or other "forward-looking  statements".  Such
forward-looking  statements  include any projections or estimates made by us and
our  management  in  connection  with  our  business  operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

     Such estimates,  projections or other "forward-looking  statements" involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from  the  results  expressed  in  any  such  estimates,  projections  or  other
"forward-looking statements".

     Our common shares are considered speculative.  Prospective investors should
consider carefully the risk factors set out below.

We Have a History Of Losses Which May Continue,  Which May Negatively Impact Our
Ability to Achieve Our Business Objectives.

     We incurred a net loss of $2,347,963  for the year ended December 31, 2004.
For the three  months  ended March 31,  2005,  we had a net profit of  $253,714,
which was our first profitable  reported quarter since first quarter of 2003. We
cannot  assure you that we can sustain  profitability  on a quarterly  or annual
basis in the future.  Our  operations  are subject to the risks and  competition
inherent  in  the  establishment  of a  business  enterprise.  There  can  be no
assurance that future  operations will be profitable.  Revenues and profits,  if
any,  will depend upon  various  factors,  including  whether we will be able to
continue  expansion of our revenue.  We may not achieve our business  objectives
and the failure to achieve such goals would have an adverse impact on us.

If We Are Unable to Obtain  Additional  Funding Our Business  Operations Will be
Harmed and If We Do Obtain Additional  Financing Our Then Existing  Shareholders
May Suffer Substantial Dilution.

     We will  require  additional  funds  to  expand  our  sales  and  marketing
activities.  We anticipate that we will require up to approximately  $250,000 to
fund our continued  operations for the next twelve months,  depending on revenue
from operations.  Additional capital will be required to effectively support the
operations and to otherwise  implement our overall business strategy.  There can
be no  assurance  that  financing  will be  available  in  amounts  or on  terms
acceptable  to us, if at all. The  inability to obtain  additional  capital will
restrict  our  ability to grow and may reduce our ability to continue to conduct
business operations.  If we are unable to obtain additional  financing,  we will
likely be required to curtail our marketing and  development  plans and possibly
cease our operations.  Any additional  equity financing may involve  substantial
dilution to our then existing shareholders.

                                       18
<PAGE>
If We Are Unable to Retain the Services of Messrs. Shimp, Presgraves or Chaussy,
or If We Are  Unable to  Successfully  Recruit  Qualified  Managerial  and Sales
Personnel  Having  Experience  in  Business,  We May Not Be Able to Continue Our
Operations.

     Our success depends to a significant  extent upon the continued  service of
Mr.  Donald  Shimp,  our  Chief  Executive  Officer  and  President,   Mr.  Mark
Presgraves,  our  Secretary  and  Treasurer  and Mr.  Steve  Chaussy,  our Chief
Financial Officer. Loss of the services of Messrs. Shimp,  Presgraves or Chaussy
could have a material  adverse effect on our growth,  revenues,  and prospective
business.  We do not maintain  key-man  insurance on the life of Messrs.  Shimp,
Presgraves  or Chaussy.  In addition,  in order to  successfully  implement  and
manage our  business  plan,  we will be  dependent  upon,  among  other  things,
successfully   recruiting   qualified  managerial  and  sales  personnel  having
experience in business.  Competition for qualified individuals is intense. There
can be no assurance  that we will be able to find,  attract and retain  existing
employees  or  that  we will be able  to  find,  attract  and  retain  qualified
personnel on acceptable terms.

The Supply and Demand for Lumber Could Fluctuate,  Resulting in Higher Operating
Costs, Which Could Have a Material Adverse Impact on our Financial Condition

     Truss  prices  are  closely  related to the  market  price of  lumber,  the
principal  raw material used in the  manufacture  of wooden  trusses.  If lumber
prices  increase  sharply,  we may not be able to pass this  increase  on to our
customers.  We  attempt  to index the sales  price of our  trusses  based on our
lumber costs, although we have not always been able to do so.

     The price of lumber has been volatile in recent years due to factors beyond
our control, including:

     o    weather and other natural events;
     o    governmental regulation of logging on public lands;
     o    lumber agreements between Canada and the U.S.; and
     o    competition from other industries that use similar grades and types of
          lumber.

     Although  we  typically  buy our lumber in the open  market,  we  purchased
approximately 51% of our lumber from four suppliers in fiscal 2004.  However, we
might be unable to purchase  adequate  lumber supplies to meet its needs. To the
extent we  encounter  adverse  lumber  prices or are unable to procure  adequate
supplies of lumber,  our financial  condition and results of operations could be
materially adversely affected.

Many Of Our  Competitors  Are  Larger  and  Have  Greater  Financial  and  Other
Resources  than We Do and Those  Advantages  Could Make It  Difficult  For Us to
Compete With Them.

     The truss  manufacturing  industry is  extremely  competitive  and includes
several companies that have achieved substantially greater market shares than we
have, and have longer operating histories,  have larger customer bases, and have
substantially greater financial, development and marketing resources than we do.
If overall  demand for our products  should  decrease it could have a materially
adverse affect on our operating results.


                                       19
<PAGE>
A Downturn  In The  Economy  May Affect  Home  Repair,  Remodeling  and New Home
Construction, Which Could Adversely Affect Our Sales.

     The home repair and  remodeling  and new home  construction  sectors may be
significantly affected by changes in economic and other conditions such as gross
domestic product levels,  employment  levels,  demographic  trends, and consumer
confidence.  These factors can  negatively  affect the demand for and pricing of
our  products.  More  specifically,  for  example,  demand  for home  repair and
remodeling  products may be adversely affected by material increases in interest
rates  and the  reduced  availability  of  financing  for home  improvements.  A
downturn in the economies in which we sell our products may adversely affect our
sales.

Our  Trademark  and Other  Intellectual  Property  Rights May not be  Adequately
Protected Outside the United States, Resulting in Loss of Revenue.

     We believe that our trademarks,  whether licensed or owned by us, and other
proprietary rights are important to our success and our competitive position. In
the course of our international expansion, we may, however,  experience conflict
with  various  third  parties who acquire or claim  ownership  rights in certain
trademarks.  We cannot  assure that the actions we have taken to  establish  and
protect  these  trademarks  and other  proprietary  rights  will be  adequate to
prevent imitation of our products by others or to prevent others from seeking to
block sales of our products as a violation  of the  trademarks  and  proprietary
rights of others.  Also, we cannot assure you that others will not assert rights
in, or ownership of, trademarks and other proprietary  rights of ours or that we
will  be  able  to  successfully   resolve  these  types  of  conflicts  to  our
satisfaction. In addition, the laws of certain foreign countries may not protect
proprietary rights to the same extent, as do the laws of the United States.

Our Principal  Stockholders,  Officers, and Directors Own a Controlling Interest
in Our Voting Stock And Investors Will Not Have Any Voice in Our Management.

     Our  officers  and   directors,   in  the   aggregate,   beneficially   own
approximately  76%  of  our  outstanding  common  stock.  As  a  result,   these
stockholders,  acting together,  will have the ability to control  substantially
all matters submitted to our stockholders for approval, including:

     o   election of our board of directors;
     o   removal of any of our directors;
     o   amendment of our certificate of incorporation or bylaws; and
     o   adoption of  measures  that could  delay or prevent a change in control
         or impede a merger,  takeover  or other  business combination involving
         us.

     As a result of their  ownership and positions,  our directors and executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

There Are a Large Number of Shares Underlying Our Convertible Notes and Warrants
That May be  Available  for Future Sale and the Sale of These Shares May Depress
the Market Price of Our Common Stock.

     As of April 26, 2005, we had  16,112,617  shares of common stock issued and
outstanding and convertible  notes and preferred  stock  outstanding,  excluding
interest,  which may be converted  into  1,866,667  shares of common stock,  and
outstanding  warrants to purchase  661,000 shares of common stock.  In addition,
under the terms of our Revolving Note with Laurus Master Fund, additional shares
of common stock may be issued  pursuant to the  convertible  notes for drawdowns
based on accounts  receivable.  All of the shares,  including  all of the shares
issuable  upon  conversion  of the  convertible  notes and upon  exercise of our
warrants,  may be sold  without  restriction.  The  sale  of  these  shares  may
adversely affect the market price of our common stock.

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<PAGE>
The Issuance of Shares Upon Conversion of the Convertible  Notes and Exercise of
Outstanding  Warrants  May  Cause  Immediate  and  Substantial  Dilution  to Our
Existing Stockholders.

     The  issuance  of  shares  upon  conversion  of the  convertible  notes and
exercise of warrants  may result in  substantial  dilution to the  interests  of
other  stockholders  since the selling  stockholders may ultimately  convert and
sell the full amount issuable on conversion.  Although the selling  stockholders
may not convert their  convertible  notes and/or exercise their warrants if such
conversion  or  exercise  would  cause  them  to  own  more  than  4.99%  of our
outstanding  common  stock,  this  restriction  does  not  prevent  the  selling
stockholders  from converting  and/or exercising some of their holdings and then
converting  the rest of their  holdings.  In this way, the selling  stockholders
could sell more than this limit while never holding more than this limit.

If We Fail to Remain Current on Our Reporting Requirements,  We Could be Removed
From the OTC Bulletin Board Which Would Limit the Ability of  Broker-Dealers  to
Sell Our Securities and the Ability of Stockholders to Sell Their  Securities in
the Secondary Market.

     Companies  trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports  under  Section 13, in order to maintain  price
quotation  privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements,  we could be removed from the OTC Bulletin Board. As
a result,  the market liquidity for our securities  could be severely  adversely
affected by limiting the ability of  broker-dealers  to sell our  securities and
the ability of stockholders to sell their securities in the secondary market.

Our  Common  Stock is  Subject  to the  "Penny  Stock"  Rules of the SEC and the
Trading Market in Our  Securities is Limited,  Which Makes  Transactions  in Our
Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and
     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

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<PAGE>
     Generally,   brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public  offerings  and in  secondary  trading and about the  commissions
payable to both the  broker-dealer  and the registered  representative,  current
quotations  for the  securities  and the rights  and  remedies  available  to an
investor  in  cases  of fraud in  penny  stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Trends, Risks and Uncertainties

     We have sought to identify what we believe to be the most significant risks
to our business,  but we cannot predict whether,  or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.

Personnel

     We  currently  have 102 full time  employees  and part time  employees.  We
intend to hire additional technical,  operational,  and administrative personnel
as appropriate. We do not expect a significant change in the number of full time
employees over the next 12 months.  We intend to use the services of independent
consultants and contractors to perform various professional services. We believe
that this use of  third-party  service  providers  may  enhance  our  ability to
contain general and administrative expenses.

Going Concern

     The  financial  statements  included in this  filing have been  prepared in
conformity with generally  accepted  accounting  principles that contemplate the
continuance of the Company as a going  concern.  The Company's cash position may
be inadequate to pay all of the costs  associated  with testing,  production and
marketing of products.  Management  intends to use borrowings and security sales
to mitigate the effects of its cash position,  however no assurance can be given
that debt or equity  financing,  if and when  required  will be  available.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of recorded  assets and  classification  of
liabilities  that might be  necessary  should the  Company be unable to continue
existence.

                                       22
<PAGE>
Item 3. Controls and Procedures

     a)   Evaluation  of  Disclosure  Controls and  Procedures.  As of March 31,
          2005, the Company's  management  carried out an evaluation,  under the
          supervision  of the Company's  Chief  Executive  Officer and the Chief
          Financial  Officer of the effectiveness of the design and operation of
          the Company's system of disclosure controls and procedures pursuant to
          the Securities  and Exchange Act, Rule  13a-15(e) and 15d-15(e)  under
          the Exchange Act).  Based upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  concluded  that the  Company's
          disclosure  controls and procedures were effective,  as of the date of
          their   evaluation,   for  the  purposes  of  recording,   processing,
          summarizing and timely reporting material  information  required to be
          disclosed  in  reports  filed  by the  Company  under  the  Securities
          Exchange Act of 1934.

     b)   Changes in  internal  controls.  There  were no  changes  in  internal
          controls  over  financial  reporting,  known  to the  Chief  Executive
          Officer or Chief  Financial  Officer that  occurred  during the period
          covered by this report that has materially  affected,  or is likely to
          materially  effect,  the  Company's  internal  control over  financial
          reporting.


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<PAGE>
PART II--OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time,  we may become  involved in various  lawsuits  and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None.

Item 4. Submission of Matters to a Vote of Security Holders

        None.

Item 5. Other Information

     In February 2005; the Company canceled 700,000 of previously  issued shares
of its common  stock for  unsatisfactory  services.  In March 2005;  the Company
canceled   158,850  of  previously   issued  shares  of  its  common  stock  for
unsatisfactory services. Total value of the common shares canceled was $300,598.

Item 6. Exhibits

31.1      Certification  of Chief Executive  Officer pursuant to Rule 13a-14 and
          Rule 15d-14(a),  promulgated  under the Securities and Exchange Act of
          1934, as amended

31.2      Certification  of Chief Financial  Officer pursuant to Rule 13a-14 and
          Rule 15d 14(a),  promulgated  under the Securities and Exchange Act of
          1934, as amended

32.1      Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section  906 of the  Sarbanes-Oxley  Act of 2002  (Chief  Executive
          Officer)

32.2      Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section  906 of the  Sarbanes-Oxley  Act of 2002  (Chief  Financial
          Officer)

                                       24
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    HESPERIA HOLDING, LTD.

Date:  May 5, 2005                  By:/s/ DONALD SHIMP
                                       ----------------
                                    Donald Shimp
                                    President (Principal Executive Officer)

Date:  May 5, 2005                  By:/s/ STEVE CHAUSSY
                                       -----------------
                                    Steve Chaussy
                                    Chief Financial Officer (Principal Financial
                                    Officer and Principal Accounting Officer)



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